minutes of annual general meeting of shareholders no

ชัน้ 29-30 ซโิน-ไทย ทาวเวอร์ 32/59-60 ถนนสขุมุวิท 21 กรุงเทพ 10110 29-30TH FL., SINO-THAI TOWER, 32/59-60 SUKHUMVIT 21 RD., BANGKOK 10110 THAILAND

www.stecon.co.th TEL: 0-2610-4900 FAX : 0-2260-1399 1

(TRANSLATION)

Minutes of Annual General Meeting of Shareholders No. 25/2019

Time & Place: Held at 2.00 p.m., on April 26th, 2019 at the Conference Room of Sino-Thai Engineering & Construction Public Company Limited, on the 30th Floor of Sino-Thai Tower, 32/60 Sukhumvit 21 Road (Soi Asok), Klongtoey-Nua Sub-district, Wattana district, Bangkok Metropolis 10110 Thailand. Quorum: There were 1,521 of the total 15,981 shareholders that can be divided shareholders and proxies representing 1,036,891,921 shares of the total 1,525,106,540 shares of the Company or 67.988% present at the meeting. There were 220 shareholders representing 174,323,909 shares and 1,301 proxies representing 862,568,012 shares attend at the meeting. It is therefore, constituting a quorum pursuant to the Article 33 of the Company’s Article of Association. Preliminary Proceedings: Ms. Bantita Songkram – Public Relations Officer, introduced the Board of Directors, the Executive Committee, the representatives from Dej-Udom & Associates Ltd., and the Company’s Auditors. The list of participants is as follows: Directors: 1. Professor Rawat Chamchalerm Chairman of the Board of Directors/Independent Director 2. Mr. Chamni Janchai Chairman of the Audit Committee/Independent Director 3. Pol.Gen. Jate Mongkolhutthi Chairman of Nomination and Remuneration

Committee/Audit Committee/Independent Director 4. Mr. Suchai Poopichayapongs Member of Audit Committee/ Nomination and

Remuneration 5. Mr. Thanathip Vidhayasirinun Independent Director 6. General Dr. Surapan Poomkaew Director 7. Dr. Chaiyong Satjipanon Independent Director 8. Mr. Vallop Rungkijvorasathien Director/Chairman of the Board of Executive Directors/ Nomination and Remuneration Committee 9. Mr. Pakpoom Srichamni President/ Executive Director 10. Mrs. Anilrat Nitisaroj Director/ Executive Director/(Acting) SEVP. Financial and Administration Division 11. Mr. Masthawin Charnvirakul Director (Directors of 100% attended the meeting.) Company Secretary: Mr. Chaiyaporn Imcharoenkul Management Committee: 1. Mr. Varatt Kusolmanomai SEVP. Operation Division 2. Mr. Worachat Suwasin SVP. Operation Division 1 3. Mr. Rakesh Kalia SVP. Operation Division 3 4. Mr. Prasert Kongkauroptham SVP. Marketing Division 5. Mr. Teeraphong Wichiranon SVP. Administration Division 6. Mrs. Jaikaew Techapichaya SVP. Accounting Department 7. Mrs. Chatra Punnarujawong SVP. Financial and Investment Department



Lawyers from Dej-Udom & Associates Limited: 1. Mrs. Nipa Pakdeechanuan Secretary to the Meeting 2. Ms. Piyatida Jinchai Secretary to the Meeting Auditor from EY Office Limited: 1. Mr. Supachai Punyawattano 2. Ms. Krongkaew Limkittikul 3. Ms. Suppajittra Pancharoen

Mrs. Nipa Pakdeechanuan – Secretary to the Meeting declared at the meeting about all procedures due to the meeting including the voting methods through each agenda.

Article 33 of the Company’s Articles of Association states that the shareholders meeting must be attended by shareholders or proxies (if any) of not less than twenty-five (25) persons or not less than half of total number of shareholders and have an aggregate number of shares of not less than one-third (1/3) of all shares issued to constitute a quorum. The Public Limited Companies Act B.E. 2535, article 102, sub-session 33, 4th paragraph states that shareholders shall have right to vote equivalent to the amount of shares possess which is one share one vote. Article 35 (3) of the Company’s Article of Association states that if there is a shareholder who holds a proxy or a proxy holder who is not the company’s shareholder but had been appointed to hold a proxy more than one person, such proxy holder can vote as the same amount of all proxies in hand which means he/she can vote more than his/her shares in case of a proxy holder is a shareholder of the company. The Company’s Article of Association and The Public Limited Companies Act B.E. 2535 stated the resolution of the casting vote as follows:

1. In a normal case, by the majority vote of the shareholders who attend the meeting and have the right to vote. In case of a tie vote, the chairperson of the meeting shall be entitled to a casting vote use for agenda no. 1,3,4,5 and 7

2. Agenda 6: refer to the Articles of Association of the company, the payment of remuneration shall be in accordance with the resolution of the shareholders meeting by a vote of not less than two-thirds (2/3) of the total number of votes of the shareholders attending the meeting.

“Voided ballot” means shareholders / proxy holders expresses the unclear vote for

example, there are 2 votes in the voting ballot or split vote (except custodians), or there is any corrections in the voting ballot without a signature attached to the corrections.

Those shareholders who are against or abstain their votes for each agenda shall

have right to raise their hands with presenting voting card as previously distributed to shareholders at the registration and send it to the company’s officer for collecting your votes. On the other hand, those shareholders who are not raise their hands shall be assumed that they are agree with such agenda.

The Public Limited Companies Act B.E. 2535, second paragraph of section 105

provided that the shareholders holding shares amounting to not less than one-third (1/3) of



the total number of shares sold may request the meeting to consider matters other than those indicated in the notice calling for the meeting.

Inspector for voting system

Secretary to the meeting clarified that Dej-Udom & Associates Limited as a legal advisor of the Company, will be an inspector for the voting system since the voting can be examined and combined with the Company’s corporate good governance, therefore requested shareholders to be a witness for the voting system at the meeting.

Mrs. Nutnichar Petchglub, one of shareholders, represented oneself as a volunteer for the voting system at the meeting. Information of miss spelling The Secretary to the Meeting clarified the miss spelling of the Notice of Annual General Meeting of Shareholders No. 25/2019 in item no. 7 (page 7) to fix the Auditor's remuneration for 2019 for the reading of the Auditors’ remuneration as followed; “The remuneration of auditors for 2019 is as follows:

1. Baht 300,000 (Three Hundred Thousand Baht only) for each quarterly review, totaling Baht 900,000 (Ninety Thousand Baht only) corrected to “Nine Hundred Thousand Baht only”.

After the meeting had been acknowledged all guidelines for voting and granting

proxy, Assistant to Secretary to the Meeting proposed that the meeting should consider all agenda as set out in the Notice of this meeting.

Professor Rawat Chamchalerm, Chairperson declared the meeting duly convened and then proposed that the meeting consider all matters as set out in the Notice of the Annual General Meeting of Shareholders previously distributed to shareholders as follows: 1. Confirmation of the Minutes of the Annual General Meeting of Shareholders No. 24/2018 The Chairperson proposed the meeting to make the confirmation of the Minutes of the Annual General Meeting of Shareholders No. 24/2018 held on April 30th, 2018 where the meeting had its resolutions in accordance with the related law. The minutes of the said meeting must be submitted to the Annual General Meeting of Shareholders for confirmation, which the details appear in the enclosure No 2.

The Chairperson requested at the meeting to raise some questions. The Chairperson proposed to the meeting whether any correction is needed upon this agenda, there was no correction needed, the Chairperson proposed at the meeting to consider.

Upon a motion duly made and seconded, the following was unanimously resolved:

RESOLVED: THAT voting in agenda 1: To confirm the Minutes of the Annual General Meeting of Shareholders No. 24/2018. The resolution calculated as follows: Vote for favor amounting to 1,018,427,151 votes, or 98.209% Vote for against amounting to 0 vote, or 0.000% Vote for abstain amounting to 18,577,240 votes, or 1.791% Voided ballot amounting to 0 vote, or 0.000%



RESUMED: THAT the majority vote is 98.209% of the total number of votes of the shareholders attending at the meeting and the Minutes of the Annual General Meeting of Shareholders No. 24/2018 is approved.

(There were 1,541 shareholders and proxies representing 1,037,004,391 shares attended the meeting)

2. Acknowledge the report on the Company's Operations as of December 31, 2018 and the Company’s Annual Report for 2018

The Chairperson requested that Mr. Pakpoom Srichamni, the President of the Company to report on the Company’s Performance as at 31 December 2018 and the Annual Report for the year 2018 to the meeting for consideration and approval.

The President summarized and reported to the meeting on the performance of the Company for the year 2018 by presenting VDO presentation of the construction overview in 2018, Anti-Corruption, Social Corporate Responsibility, Safety and Environment to shareholders and the President will allow shareholders to ask questions onwards. Summarized of VDO presentation was as followed; Economics Analysis

Thailand’s economics was good especially the investment from governmental sectors that aim on developing transportation in 2018. The government supported mega project especially the Eastern Economic Corridor (EEC) such as the High Speed Rail Linked 3 Airports project, the U-Tapao International Airport and Eastern Airport City project, the Laem Chabang Deep Sea Port Phase 3 project, and the Map Ta Phut Port project, etc. In 2019, the construction sectors are expecting to grow continually. Krungsri Research Forecasted that the investment value of construction sectors would be approximately 1.38-1.41 trillion Baht, which expanded 6.3%-8.9% YOY caused by the investment in infrastructure of the governmental sectors. The Anti-Corruption In 2018, the Company had revised the Anti-Corruption Policy by including the bribing policy in accordance with Laws and related practices. Social Corporate Responsibility The Company operates business by recognizing the business responsibility towards society, economy, environment and good governance; based on the fact that if society is strengthened, it will lead to a sustainable business growth. To support the vision and mission, the Company has to set a policy to conduct business with corporate social responsibility, according to international guidelines and accordance with the Office of The Securities and Exchange Commission and the Stock Exchange of Thailand. The Company defined 8 aspect of Social Corporate Responsibility for its sustainable. In 2018, the Company involved in helping victims of natural disasters such as providing useful equipment and manpower for PABUK depression and supporting the Moo-Pa Academy’s rescuers.



Safety and Environment The company believes that the perfect success must come along with the safety of the employees and all participating people, moreover, the Company arranged many safety campaigns to encourage the employees such as the celebrating 10 million hours without the fatal accident of Supreme Court Building project, the celebrating 2.5 million hours of the MRTA Green Line (North) Mochit-Sapanmai-Khukot contract 3 project. After that, the President report the summary of financial statement as at 31 December 2018 as followed; 2018 New Orders New signed contracts in 2018 Contract value (Unit : Million Baht)

1. Gulf Sriracha Power Plant Project 9,389 2. Gulf Pluagdaeng Power Plant Project 9,233 3. Gulf Chana Green Power Plant Project 1,500 4. Guide Way Beam and Associated Works for MRT Pink and Yellow Line 7,317 5. Plumbing and Related Works for MRT Pink and Yellow Line 101 6. RASA Petchburi Office and Commercial Building 1,367 7. Underpinning Work and Additional Work for Orange Line 176 8. Additional Work and Others 1,342

Total new orders 30,415

The Company’s order book 2019 Contract value (Unit : Million Baht) Remaining contract value (as of Jan.19) 105,170 Value of contract signed and VO. - Total 105,170 Add Newly signed contract - Remaining order book 105,170 Active Major Projects Contract value (Unit : Million Baht)

- Yellow line, EBM 21,495 - Pink line, NBM 19,159 - Orange line, MRTA 16,862 - 12 Small Power Plant, Toyo Eng. 12,530 - Parliament Building 11,477 - Sriracha Power Plant, GULF 9,389 - Pluagdaeng Power Plant, GULF 9,223 - Double track railway, Chacheangsao, SRT 9,183 - Guideway Beam- Pink, Yellow 7,316 - Double track Nongplalai- Huahin, SRT 7,028 - Manhole and ductbank- Pink, Yellow, MEA 6,696 - 4 Motorway projects, DoH 5,845 - Nongbon Drainage Tunnel, BMA 4,603 - Offsite Work for Power Plant 4,235 - Dark Green Line 3,410 - Double track, Bangsapannoi-Chumporn 2,856 - Chana Power Plant 1,500 - Rasa Tower 1,366

Active Major Projects Breakdown by Clients

- Public sector 21% - Private sector 52% - State Enterprise sector 27%



Active Major Projects Breakdown by Type of Work

- Infrastructure 62% - Building 17% - Power Plant 18% - Environment 3%

2. The Summarize of Financial Position Statements – Consolidated financial statements as at 31 December 2018 compared to the year of 2017

(Unit: Million Baht, except basic earnings per share expressed in Baht)

Financial Statement 2017 2018 comparison of (Consolidated Financial Statement) 2018 and 2017 Construction and service income 20,075 27,537 37.2% Total Revenue 21,159 27,976 32.2% Cost of construction and services 21,546 25,421 18.0% Gross profit (1,471) 2,117 243.9% Selling and administrative expenses 419 517 23.4% Interest expenses 23.0 29.5 28.1% Net Profit (603) 1,637 371.5% Net Profit Exclude Minority Interest (610) 1,617 365.1% Basic Earnings per Share (Baht) (0.40) 1.06 Gross Profit Margin -7.3% 7.7% Net Profit Margin -2.8% 5.9%

(Unit: Million Baht, except basic earnings per share expressed in Baht)

Balance Sheet 2017 2018 comparison of (Consolidated Financial Statement) 2018 and 2017 Cash and Current Investment 6,695 9,998 49.3% Account Receivables 4,579 4,591 0.3% Unbilled Account Receivables 6,552 6,773 3.4% Current Assets 22,417 28,721 28.1% Total Assets 33,160 45,575 37.4% Financial Debts 1,224 1,236 1.0% Account Payables 6,946 9,053 30.3% Advance Receipt from Construction Contract 11,584 13,002 12.2% Current Liabilities 22,907 32,827 43.3% Total Liabilities 23,705 34,355 44.9% Shareholders’ Equity 9,455 11,221 18.7% Shareholders’ Equity (Exclude Minority Interest) 9,216 10,961 18.9%

Cash and current investment increased 50% because the increasing of advances received from construction contracts in 2018; however, this was affected to the company’s liabilities that increasing aligns with the company’s advances received from construction contracts.



The comparison of company’s performance from 2014 to 2018 (Unit : Million Baht)

2014 2015 2016 2017 2018

Gross profit 10.2% 9.0% 8.9% -7.3% 7.7%

Net profit 7.0% 8.2% 7.5% -2.8% 5.9%

Shareholders’ Equity 8,549 9,508 10,585 9,455 11,221

Return on equity 17.9% 16.2% 13.2% 6.38% 14.6%

Financial liabilities 261 234 748 1,225 1,236

Cash 5,565 2,065 1,890 6,695 9,998

Gross gearing 0.03% 0.03% 0.07% 0.13% 0.11%

Net gearing -0.62% -0.27 -0.11% 0.58% -0.78%

The Chairperson requested at the meeting to raise questions. Mr. Kulchate Thongpew, a proxy holder asked that share purchasing value of Mochit Land in order to develop for Mochit Complex from U-City Public Company Limited-the seller as offered was appropriated or not. President clarified that the Company had considered share purchasing value from the average price of 3 independent appraisers, which was amounting to 4,182 Million Baht. The Company negotiated with the seller and considering by using other factors for making decision such as land location-prime area, largescale of land slot; moreover, the term of payment was 4 payments with 1 year each. It is therefore, the purchasing price of 4,322 Million Baht was suitable and appropriated. Mr. Sittichoke Boonvanit, a shareholder expressed his opinion of cash reserved for mega projects that would be coming in the future. He propose to the Company that should issue warrants instead of a dividend payment, this idea was given to the AGM in many years ago, so the Company should consider it sometime and he asked whether the Parliament would be completed this year or not. President clarified that the Parliament Building project’s completion date had been extended to the end of year 2019 but it could not be perfectly completed at the end of 2019 because there was a variation order where the Parliamentary Secretariat hired directly to other contractor such as the information technology network installation, etc. By the way, the Company was trying to complete the construction area into parts by parts as requested by the project owners to be ready for the Parliament meeting that was coming in the future. There was no other question had been raised, then the Chairperson proposed at the meeting to consider.

The meeting had been acknowledged the Company’s Performance as at 31

December 2018 and Annual Report for the year 2018 according to the report from the President.



3. Consideration and the approval of the Company’s financial statements for the fiscal period ended December 31, 2018 The Chairperson addressed at the meeting that the Board of Directors completed the preparation and finalization of the financial statements as of December 31, 2018 according to general accepted accounting principles and the company’s auditor, Ms. Krongkaew Limkittikul, has duly audited the said financial statements; details of which appear in the financial statements chapter of the Company’s 2018 Annual Report, details of which had been sent to the shareholders earlier. The Board and the Audit Committee approved the Balance Sheet and Profit and Loss Statements, which were audited by the Company’s auditor, and the Board is of the opinion that the Annual General Meeting of Shareholders should approve the said financial statements for the fiscal period ended December 31, 2018 to comply with the Company’s Articles of Association and the Public Limited Companies Act B.E. 2535. The Chairperson requested at the meeting to raise some questions. There was no question about the company’s financial statement.

The Chairperson proposed at the meeting to consider.

Upon a motion duly made and seconded, the following was unanimously resolved: RESOLVED: THAT the consideration and the approval of the financial statements for the fiscal period ended December 31, 2018 by the following votes: Approved 1,018,797,471 votes equivalent to 98.199% Disapproved 0 vote equivalent to 0.000% Abstained 18,682,397 votes equivalent to 1.801% Voided ballot 0 vote equivalent to 0.000% RESUMED: THAT the majority vote is 98.199% of the total number of votes of the shareholders attending at the meeting and they voted approve for the financial statements for the fiscal period ended December 31, 2018. (There were 1,579 shareholders and proxies representing 1,037,479,868 shares attended the meeting) 4. Consideration the declaration of dividends payment for the year 2018

The Chairperson requested that Mr. Pakpoom Srichamni, the President of the Company to propose at the meeting to consider of the declaration of dividends payment for the year 2018.

The President informed at the meeting that according to the business operating results for the year 2018, the Company generated a net profit in the amount of Baht 1,439,859,090 and has no accumulated loss. In addition, the Company has already allocated the legal reserve fund of Baht 152,510,654 which is 10% of the Company’s registered capital (Baht 1,525,106,540). Therefore, the Company is not responsible for any further allocation to the legal reserve fund. The Board is therefore of the opinion that the Annual General Meeting of Shareholders should approve the declaration of dividend payment for the year 2018 as follows:

1. The declaration of dividends payment will be by cash at the rate of Baht 0.50 (Fifty

Satang) per share to the Company’s shareholders holding 1,525,106,540 shares, being the



total amount of Baht 762,553,270 (Seven Hundred Sixty-two Million Five Hundred Fifty-three Thousand Two Hundred and Seventy Baht only) which is 52.96% of the Company’s net profit and complies with the Company’s dividends payment policy.

This dividends payment is subjected to withholding tax at the rate of 10%, which is

Baht 0.050 (Five Satang) per share. 2. The record date for determining the eligible shareholders for receiving dividends is

fixed at March 20, 2019; and if the Annual General Meeting of Shareholders No. 25/2019 shall approve the said matter, the Company would fix the date for payment of dividends by May 24, 2019.

The Chairperson requested at the meeting to raise some questions. Mr. Kulchate Thongpew, a proxy holder asked at the meeting for reconsidering of the increasing of the dividend payment due to cash on hand approximately 10,000 million baht. Mr. Chamni Janchai, the Chairman of the Audit Committee clarified that to consider financial statement, we have to consider carefully on assets along with liabilities. The Audit Committee had not only considered it through financial data but risk factors that may affect to the operation of the Company. Dividends payment shall balance with the Company’s working capital, so the amount of dividends payment was reasonable and it was higher than a clause stated in the dividends payment policy. The Chairman of the Audit Committee additionally said that a net profit that was shown in the Notice of the AGM was amounting to 1,439,859,090 Baht including profit from other joint ventures such as CKST Joint Venture and STTP Joint Venture, therefore, if we deduct it as a Company only financial statement, the net profit will be amounting to 1,222,000,000 Baht (as stated in the Notes to consolidated financial statements item no. 14, page 268-269 of Annual Report 2018). Ms. Rungreung Ngaongamrat, a shareholder said that the Company shall increase the dividend payment for compensate the effective of reserved for lost in 2017. The Chairman of the Audit Committee clarified that the Company understood the situation that effected to our shareholders in 2017 but the Company was try its best to recover it until the result returned to profit as before. In addition, the advances received from construction projects must be our future liability that the Company should payback for example, construction expenses, labor’s wage, etc. The declaration of dividends payment this year was actually 62.4% of profit from the Company only in amounting to 1,222,000,000 Baht, and it was reasonable. Mr. Vallop Rungkijvoarasathien, the Chairman of the Board of Executive Directors also clarified at the meeting that the advances received from construction projects was cash received from the employers according to the contract, so when the employer had paid by its term of payment, the Company will deduct the advances received from construction projects to the employers and the performance insurance as well. The contract value shall be paid to the Company was mainly referred to the completion of work, so the Company must be careful for spending cash on hand. High liquidity brings advantages to the company’s power



of bargaining to the partners such as construction prices discounted with cash payment, and it caused profit in the future for the Company. Ms. Rungreung asked the Management to maintain the achievement of the Company’s operation and cost control as well. The Chairman of the Board of Executive Directors agreed with the shareholders’ opinion and commit to try their best onwards. Mr. Nikom Pakbandu, a shareholder asked about the advances received from the construction projects at the approximately amounting to 3,000 million baht and the long term investment (as stated in the Notes to consolidated financial statements item no. 13, page 267 of Annual Report 2018). The Chairman of the Audit Committee clarified that a long term investment as stated in the notes item no. 13 was a long term investment in other business. The Company as the only one contractor amongst these transactions, joint ventures shall pay the advances received from the construction projects as stated in the contract only.

There was no question had been raised, then the Chairperson requested at the meeting to consider. Upon a motion duly made and seconded, the following was unanimously resolved: RESOLVED: THAT the approval of the declaration of dividend payment for the year 2018. The resolution calculated as follows: Approved 1,019,643,571 votes equivalent to 98.267 % Disapproved 0 vote equivalent to 0.000 % Abstained 17,976,940 votes equivalent to 1.732 % Voided ballot 10,285 vote equivalent to 0.001% RESUMED: THAT the majority vote is 98.267% of the total number of votes of the shareholders attending at the meeting and they voted approve for the approval of the issuance of dividends payment for the year 2018. (There were 1,586 shareholders and proxies representing 1,037,630,796 shares attended the meeting)

5. Consideration of the appointment of directors in place of those retiring by rotation

The Chairperson addressed at the meeting that the article 16 of the Company’s Articles of Association states that one-third (1/3) of the Company’s directors must retire by rotation at the Annual General Meeting of Shareholders. If the number of directors is not a multiple of three, the number of directors that is closest to one-third shall retire. The directors retiring from office in the first and second years after the registration of the Company shall be selected by drawing lots. In subsequent years, the director who has held office for the longest period shall retire. The retiring directors shall be eligible to be re-appointed for another term. The directors who will retire by rotation at this 2019 Annual General Meeting of Shareholders as followed:



Name of Directors Type of Director proposed for reappointment

1. Mr. Chamni Janchai Independent Director/ Chairman of the Audit Committee

2. General Surapan Poomkaew Director 3. Mr. Chaiyong Satjipanon Independent Director 4. Mr. Masthawin Charnvirakul Director

Criteria and method of directors’ nomination: The nomination process of the

Company’s directors was considered by the Nomination and Remuneration Committee, focusing on the qualifications of each director in accordance with the Public Limited Companies Act B.E. 2535, the director’s educational background, skills, experience in the related business activities of the Company and varied professional background which can support the business operation of the Company and contribute to the development of the Company, as well as the director’s previous overall performance. As for an independent director, the said Committee has also considered the definition of the independent director set by the Capital Market Supervisory Board, Stock Exchange of Thailand, including any possible significant business relationship between the director and the Company, which may prevent the director from dully performing his/her duties independently.

For Mr. Chamni Janchai, the Independent Director/ Chairman of the Audit Committee

who has held the position as an Independent Director since 1999 until present, the period of which exceeds 9 years; however, according to the Stock Exchange of Thailand’s recommendation, an independent director should not hold directorship position for more than 9 years. Notwithstanding the foregoing situation and recommendation, the Nomination and Remuneration Committee opined that Mr. Chamni Janchai is knowledgeable and capable of finance and accounting, and he has experiences and high expertise in auditing of organizations. If the Company still remains Mr. Chamni Janchai to continue acting as the Independent Director/ Chairman of the Audit Committee, the Company will be able to create great benefits comparing the decision of seeking other candidate to replace his place.

The Board is of the opinion that the qualifications of the said three retiring directors

do not fall under any prohibited characteristics in accordance with the Public Limited Companies Act B.E. 2535, the said four directors have sufficient knowledge and experience in the related business activities of the Company and should be able to contribute to the development of the Company. Hence, the Board is of the opinion that the Annual General Meeting of Shareholders should reappoint the said three retiring directors as the Company’s directors for an additional term and they should hold the same position in the Company.

Police General Jate Mongkolhutthi, the Chairman of the Nomination and

Remuneration Committee stated that the Company was strictly to the Corporate Good Governance, therefore the Company provided a chance for shareholders to propose a qualified person to be appointed as a director of the Company since September 28, 2018 to December 28, 2018 but there was no shareholder propose any person to be appointed as a company’s director.

In order to follow the Principle of Good Corporate Governance, the said four retiring

directors have left outside the meeting for temporary before the consideration procedure will begin. This process also facilitates shareholders to consider and express their opinions independently.



The Secretary to the Meeting requested at the meeting to ask if there is some questions according to this agenda and there was no question had been raised, and invited all directors who were left the meeting for temporary back into the meeting.


RESOLVED: THAT the voting on the Agenda 5; the appointment of Directors in place of those retiring by rotation is resolved. The votes are considered individually: The resolution calculated as follows:

1. Approval of the re-appointment of Mr. Chamni Janchai, Chairman of the Audit

Committee/Independent Director for an additional term by the following votes:

Approved 888,216,640 votes equivalent to 85.600%

Disapproved 131,438,384 votes equivalent to 12.667%

Abstained 17,976,940 votes equivalent to 1.732%

Voided ballot 0 vote equivalent to 0.000% (There were 1,594 shareholders and proxies representing 1,037,631,964 shares attended the meeting)

2. Approval of the re-appointment of General Surapan Poomkaew, Director for an

additional term by the following votes:

Approved 1,019,639,167 votes equivalent to 98.266%

Disapproved 15,857 votes equivalent to 0.002%

Abstained 17,976,940 votes equivalent to 1.732%

Voided ballot 0 vote equivalent to 0.000%

(There were 1,594 shareholders and proxies representing 1,037,631,964 shares attended the meeting)

3. Approval of the re-appointment of Mr. Chaiyong Satjipanon, Independent Director

for an additional term by the following votes:

Approved 1,019,639,167 votes equivalent to 98.266% Disapproved 15,857 votes equivalent to 0.002% Abstained 17,976,940 votes equivalent to 1.732% Voided ballot 0 vote equivalent to 0.000% (There were 1,594 shareholders and proxies representing 1,037,631,964 shares attended the meeting)

4. Approval of the re-appointment of Mr. Masthawin Charnvirakul, Director for an

additional term by the following votes:

Approved 1,019,651,896 votes equivalent to 98.267% Disapproved 3,128 votes equivalent to 0.000% Abstained 17,976,940 votes equivalent to 1.732% Voided ballot 0 vote equivalent to 0.000% (There were 1,594 shareholders and proxies representing 1,037,631,964 shares attended the meeting)



RESUMED: THAT the majority vote is 85.600%, 98.266%, 98.266% and 98.267% of the total number of votes of the shareholders attending at the meeting and they voted approve for the appointment of Directors in place of retiring by rotation. Reappoint the said four retiring directors as the Company's directors for an additional term and reappoint Mr. Chamni Janchai, General Surapan Poomkaew, Mr. Chaiyong Satjipanon, and Mr. Masthawin Charnvirakul as the company’s Directors and as the type of Directors for an additional term.

6. Consideration of fixing the Remuneration of Directors, the Audit Committee and Nomination and Remuneration Committee for 2019 The Chairperson asked Police General Jate Mongkolhutthi, Chairman of the Nomination and Remuneration Committee/Director of Audit Committee, to propose at the meeting to consider fixing the remuneration of Directors and the Audit Committee and Nomination and Remuneration Committee for the year 2019.

The Chairman of the Nomination and Remuneration Committee declared that the

Board of Directors proposed at the meeting to consider of fixing the remuneration of Directors and the Audit Committee and Nomination and Remuneration Committee for the year 2019 by not exceeding 8,000,000 Baht (Eight Million Baht Only) which is equal to the remuneration in 2017 but one million baht higher than year 2018 and it can be categorized into Directors’ meeting fee and Annual Remuneration fee as follows:

Board of Directors’ Meeting Fee 1. The Chairman of the Board of Directors amounted to 40,000 Bht/meeting 2. Each Director amounted to 20,000 Bht/meeting Audit Committee’s Meeting Fee 1. The Chairman of the Audit Committee amounted to 40,000 Bht/meeting 2. Each Director amounted to 20,000 Bht/meeting Remuneration and Compensation Committee’s Meeting Fee 1. The Chairman of the Remuneration amounted to 40,000 Bht/meeting and Compensation Committee 2. Each Director amounted to 20,000 Bht/meeting Board of Directors’ Annual Remuneration 1. The Chairman of the Board of Directors amounted to 500,000 Bht/year 2. The Chairman of the Audit Committee amounted to 500,000 Bht/year 3. The Chairman of the Nomination and amounted to 400,000 Bht/year Remuneration Committee 4. Each of the other Directors amounting to 300,000 Bht/year

The remuneration of the Company’s Directors was allocated to directors who held positions in management as well.

The Chairman of the Nomination and Remuneration Committee added more

information that the Board of Directors has carefully considered the remuneration of

Directors for each committee, in comparison with the type and size of business of other



public limited companies listed on the Stock Exchange of Thailand, the expansion of the

business and the growth of Company’s profit.

The Chairperson requested at the meeting to raise some questions.

There was no other question was raised, then the Chairperson proposed at the meeting to consider.


RESOLVED: THAT the voting on Agenda 6; the remuneration of Directors, the Audit Committee and Nomination and Remuneration Committee for 2019 are resolved. The resolution calculated as followed:

Approved 1,001,561,120 votes equivalent to 96.524% Disapproved 18,093,904 votes equivalent to 1.744% Abstained 17,976,940 votes equivalent to 1.732% Voided ballot 0 vote equivalent to 0.000% RESUMED: THAT the majority vote is 96.524% that was more than two-third of the total number of votes of the shareholders attending at the meeting and they voted approve the remuneration of Directors, the Audit Committee and Nomination and Remuneration Committee for 2019 accorded as the Chairman of the Nomination and Remuneration Committee proposed. (There were 1,594 shareholders and proxies representing 1,037,631,964 shares attended the meeting) 7. Consideration and approval the appointment of the Company's Auditor and to fix the Auditor's remuneration for 2019

The Chairperson requested Mr. Chamni Janchai, Chairman of the Audit Committee proposed at the meeting for the consideration and approval of the appointment of the Company's Auditor and to fix the Auditor's remuneration for 2019.

The Chairman of the Audit Committee declared at the meeting that the Board of

Directors proposed the Annual General Meeting of Shareholders to consider the appointing the auditors of EY Office Limited as the auditors of the Company as the flowing names:

1. Miss Krongkaew Limkittikul, C.P.A. License No. 5874; or

2. Miss Siraporn Ouaanunkun, C.P.A. License No. 3844; or

3. Mr. Natthawut Santipet, C.P.A. License No. 5730

Therefore, the auditors have not acted as auditors of the Company within 5 years. The

3 auditors entitled to be qualified according to Capital Market Supervisory Board No. Tor Jor

44/2013.

The Board of Directors also examined about the relationship or interest with the

Company, the Company’s subsidiaries, and connected person. Those auditors had no



relationship of conflict of interest to the Company, the Company’s subsidiaries, Executives, major shareholders, or related person.

The Chairman of the Audit Committee proposed at the meeting to consider and fixing

their remuneration for the year 2019 as followed; 1. Baht 300,000 (Three Hundred Thousand Baht only) for each quarterly review,

totaling Baht 900,000 (Nine Hundred Thousand Baht only). 2. Baht 1,500,000 (One Million Five Hundred Thousand Baht only) for annual audit. 3. Non-Audit Fee -None-

Total remuneration for quarterly reviews and annual audit amounting to Baht

2,400,000 (Two Million Four Hundred Thousand Baht only), which is 4.35% increase from the remuneration of auditors for the year 2018. A summary of the auditors’ remuneration for the years 2015-2018 as stated in page 8 of the Notice of the Annual General Meeting of Shareholder 25/2019.

The Chairperson stated that the increasing of the remuneration came from the increasing transactions of the Company and the auditors has wide range of scope of work in concordance with new standards and general accepted accounting principle as well. There was no other question had been raised, then the Chairperson proposed at the meeting to consider.


RESOLVED: THAT the vote on Agenda 7; the approval of the appointment of the Company's Auditor and to fix the Auditor's remuneration for 2019 are resolved. The resolution calculated as follows:

Approved 1,019,618,898 votes equivalent to 98.264% Disapproved 32,500 votes equivalent to 0.003% Abstained 17,976,940 votes equivalent to 1.732% Voided ballot 3,626 vote equivalent to 0.000%

RESUMED: THAT the majority vote is 98.264% of the total number of votes of the shareholders attending at the meeting and they voted approve for appointing Miss Krongkaew Limkittikul, C.P.A. License No. 5874 or Miss Siraporn Ouaanunkun, C.P.A. License No. 3844 or Mr. Natthawut Santpet, C.P.A. License No. 5730; all of Ernst & Young Office Limited, as auditors of the Company for the year 2018 with the auditor’s remuneration of Baht 2,400,000 (Two Million Four Hundred Thousand Baht only).

(There were 1,594 shareholders and proxies representing 1,037,631,964 shares attended the meeting) 8. Other Business

The Chairperson declared at the meeting that the Company placed importance on Principle of Good Corporate Governance. Therefore, The Company has distributed principle of proposing agenda in advance of the Annual General Meeting of Shareholders on the Company’s website and specified period of time to propose agenda in advance from 28 September 2018 to 28 December 2018, and there was no agenda had been proposed in



advance. Then the Chairperson requested at the meeting to propose other business to consider. There was no matter had been proposed. The Chairperson requested at the meeting to raise some questions or give some opinions. There was no other business, the Chairperson thanked all attending shareholders and closed the meeting. The meeting adjourned at 15.30 hours.

(signed) Signed (Professor Rawat Chamchalerm)

Chairperson of the Meeting

(signed) Signed (Mrs. Nipa Pakdeechanuan)

Secretary to the Meeting

minutes of annual general meeting of shareholders no

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